Navios Maritime Holdings Inc. (Form: 6-K, Received: 12/28/2018 16:25:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Dated: December 28, 2018

Commission File No. 001-33311

NAVIOS MARITIME HOLDINGS INC.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

Results of the Annual Meeting of Stockholders

On December 21, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for the Annual Meeting was November 28, 2018. As of the record date, a total of 124,706,280 shares of the Company’s common stock were entitled to vote at the Annual Meeting. There were 67,344,044 shares of common stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Election of Directors . The Company’s stockholders voted to elect Efstathios Loizos, George Malanga and John Stratakis as Class A Directors of the Company, whose terms, upon election, will expire in 2021.


	For		Withhold
Efstathios Loizos		64,287,479		3,056,565
George Malanga		64,334,608		3,009,436
John Stratakis		63,520,105		3,823,939

Approval of an amendment to the Charter . Consistent with the Certificates of Designation for the Company’s Series G and Series H Preferred Stock (the “Certificates of Designation”), the Company proposed an amendment to the Charter to effectuate any and all such changes as may be necessary to permit the Series G and/or Series H Holders the ability to exercise certain voting rights pursuant to the Certificates of Designation. This proposal failed to receive the affirmative vote of holders of two-thirds of the Company’s issued and outstanding common stock entitled to vote at the Annual Meeting which was required to approve the proposal.


For	Against	Abstain
38,715,743	27,907,165	721,136

Reverse Stock Split of the Common Stock of the Company . The Company proposed an amendment to the Charter to effectuate effect a reverse split of the Company’s issued and outstanding common stock, at a ratio of one-for-ten, with cash being paid in lieu of any fractional share of common stock (the “Reverse Stock Split”). The Company’s stockholders voted to approve the amendment to the Company’s charter to effectuate the Reverse Stock Split. A copy of the amendment to the Company’s charter to effectuate the Reverse Stock Split is included as Exhibit 1.1 to this Report Of Foreign Private Issuer on Form 6-K.


For	Against	Abstain
63,273,437	3,907,976	162,631

Ratification of appointment of PricewaterhouseCoopers . The Company’s stockholders voted to ratify the appointment of PricewaterhouseCoopers as the Company’s independent public accountants for the year ending December 31, 2018.


For	Against	Abstain
65,500,283	1,217,227	626,534

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


NAVIOS MARITIME HOLDINGS INC.

By:		/s/ Angeliki Frangou
Name:		Angeliki Frangou
Title:		Chief Executive Officer
Date:		December 28, 2018

EXHIBIT INDEX


Exhibit No.		Exhibit

1.1		Articles of Amendment of the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on December 27, 2018.

Exhibit 1.1

Amendment to the Amended and Restated Articles of Incorporation of Navios Maritime Holdings Inc.

ARTICLES OF AMENDMENT OF THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

NAVIOS MARITIME HOLDINGS, INC.

UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT

I, Angeliki Frangou, Chief Executive Officer of Navios Maritime Holdings Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Articles of Incorporation of said Corporation hereby certify:

1.	The name of the Corporation is: Navios Maritime Holdings Inc.

The Articles of Incorporation were originally filed with the Registrar of Corporations under the laws of the Republic of The Marshall Islands on November 19, 2002, as amended and restated on December 5, 2002 and as amended on each of April 23, 2003 and February 16, 2005, and as further amended and restated on August 25, 2005 and January 10, 2007 (the “Articles”).

3.	Article Four of the Amended and Restated Articles of Incorporation is hereby amended by adding the following immediately following the last paragraph of such article:

“Effective as 5:01 p.m., Marshall Islands time on January 3, 2019 (12:01 a.m., New York City time on January 3, 2019, every ten (10) shares of common stock of the Corporation then issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined, converted, and changed into one (1) share of common stock of the Corporation (the “Reverse Stock Split”); provided , however, that the number and par value of shares of Common Stock and the number and par value of shares of Preferred Stock authorized pursuant to this Article Four shall not be altered. No fractional shares shall be issued upon the Reverse Stock Split.

Stockholders of record who otherwise would be entitled to receive fractional shares of Common Stock as a consequence of the Reverse Stock Split will be entitled, upon surrender to the exchange agent of certificates representing such shares of our Common Stock or, in the case of non-certificated shares of Common Stock, such proof of ownership as required by the exchange agent, to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing price per share of our common stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding the Effective Date, as adjusted for the Reverse Stock Split as appropriate or, if such price is not available, a price to be determined by the Board of Directors.”

4.	The amendment to the Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

IN WITNESS WHEREOF, I have executed this Amendment to the Articles of Incorporation this 26 ^th day of December, 2018.

/s/ Angeliki Frangou

Angeliki Frangou